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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2004

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

                           THERMOVIEW INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

                       DELAWARE                          61-1325129
             (State or other jurisdiction             (I.R.S. Employer
           of incorporation or organization)       Identification Number)


                 5611 Fern Valley Road                     40228
                 Louisville, Kentucky                   (Zip Code)
       (Address of principal executive offices)


       (Registrant's telephone number, including area code, 502-968-2020)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined by Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     As of July 31, 2004,  8,638,716  shares of the  Registrant's  common stock,
$.001 par value, were issued and outstanding.

--------------------------------------------------------------------------------



<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                                TABLE OF CONTENTS


Part I Financial Information
     Item 1. Financial Statements..............................................1
         Condensed Consolidated Balance Sheets.................................1
         Condensed Consolidated Statements of Operations.......................2
         Condensed Consolidated Statements of Cash Flows.......................3
         Notes to Condensed Consolidated Financial Statements..................4
     Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................12
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......20
     Item 4. Controls and Procedures..........................................20
Part II Other Information
     Item 1. Legal Proceedings................................................21
     Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
         of Equity Securities.................................................22
     Item 3. Defaults upon Senior Securities..................................22
     Item 4. Submission of Matters to a Vote of Security Holders..............22
     Item 5. Other Information................................................22
     Item 6. Exhibits and Reports on Form 8-K.................................23
-----




<PAGE>


Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                December 31        June 30, 2004
                                                    2003            (Unaudited)
Assets
Current assets:
   Cash and equivalents..................... $       211,449   $        584,853
   Restricted cash..........................         300,000            480,000
   Receivables:
    Trade, net of allowance for doubtful
      accounts of $345,000 in 2003 and
      $347,166 in 2004......................       3,096,229          4,955,963
    Other...................................         140,444            166,982
   Costs in excess of billings on uncompleted
      contracts.............................         560,617            571,141
   Inventories..............................       1,960,611          2,399,276
   Prepaid expenses and other current assets         645,027          1,328,967
                                             ----------------   ----------------
Total current assets........................       6,914,377         10,487,182
Property and equipment, net of depreciation.       2,676,003          2,803,120
Other assets:
   Goodwill.................................      28,358,742         28,358,742
   Other assets.............................         544,787            504,991
                                              ---------------   ----------------
                                                  28,903,529         28,863,733
Total assets................................ $    38,493,909   $     42,154,035
                                             ================   ================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable......................... $     4,048,388    $     5,788,443
   Accrued expenses.........................       2,072,902          2,997,841
   Billings in excess of costs on uncompleted
     contracts..............................         541,697            713,399
   Income taxes payable.....................          65,602             65,502
   Current portion of long-term debt........         544,795            837,716
                                             ----------------   ----------------
Total current liabilities...................       7,273,384         10,402,900
Long-term debt..............................      16,510,303         17,427,247
Preferred shares subject to mandatory
  redemption................................       7,593,520          7,897,752
Other long-term liabilities.................         471,489            659,418
                                             ----------------   ----------------
Total long-term liabilities.................      31,848,696         25,984,417

Stockholders' equity:
   Preferred stock, 2,975,000 shares authorized:
    Series A, $.001 par value; none issued..               -                  -
    Series B, $.001 par value; none issued..               -                  -
   Common stock, $.001 par value; 25,000,000
    shares authorized; 8,628,716 shares issued
    and outstanding at December 31, 2003 and
    8,638,716 shares issued and outstanding
    at June 30, 2004........................           8,628              8,638
   Paid-in capital..........................      64,531,209         64,537,449
   Accumulated deficit......................     (57,894,624)       (58,779,368)
                                            ----------------   -----------------
Total stockholders' equity..................       6,645,213          5,766,718
                                             ----------------   ----------------
Total liabilities and stockholders' equity..  $   38,493,909    $    42,154,035
                                             ================   ================

See accompanying notes.


                                       1
<PAGE>
                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                           For the three months ended   For the six months ended
                                      June 30,                    June 30,
                          --------------------------  --------------------------
                               2003           2004          2003         2004
                               ----           ----          ----         ----

Revenues                 $ 18,112,855  $ 19,110,765  $ 34,305,868  $ 33,949,906
Cost of revenues earned     9,244,077     9,750,022    17,700,298    17,617,122
                          ------------  ------------  ------------  ------------
Gross profit                8,868,778     9,360,743    16,605,570    16,332,784

Selling, general and admini-
  strative expenses         8,487,674     7,901,823    16,883,855    15,382,421
Unusual credit-gain on
  conversion of debt to
  warrants                   (796,000)           -       (796,000)           -
Depreciation expense          199,642       228,303       413,743       440,901
Amortization expense            5,065        12,982        10,129        25,964
                          ------------  ------------  ------------  ------------
Income from operations        972,397     1,217,635        93,843       483,498

Equity in earnings (loss)
  of joint venture            (20,017)       (1,164)      (46,224)       (4,499)
Interest expense             (706,366)     (600,067)   (1,338,496)   (1,368,718)
Interest income                 6,965        4,634         16,729        10,195
                          ------------  ------------  ------------  ------------
Income (loss) before
  income taxes                252,979       621,038    (1,274,148)     (879,524)

Income tax expense
  (benefit)                    12,653        1,843         12,229         5,221
                          ------------  ------------  ------------  ------------

Net income (loss)             240,326       619,195    (1,286,377)     (884,745)

Less non-cash Series
  D and E preferred stock
  dividends                  (240,997)            -      (472,494)            -
Plus benefit of Series D
  preferred stock
  redemption                  796,000             -       796,000             -
                          ------------  ------------  ------------  ------------
                              555,003             -       323,506             -
                          ------------  ------------  ------------  ------------
Net income (loss)
  attributable to common
  stockholders           $    795,329  $    619,195  $   (962,871) $   (884,745)
                          ============  ============  ============  ============

Basic income (loss) per common share:
Net income (loss)
  attributable to common
  stockholders           $       0.09  $       0.07  $      (0.10) $      (0.10)
                          ============  ============  ============  ============

Diluted income (loss) per common share:
Net income (loss)
  attributable to common
  stockholders           $      0.08   $       0.06  $      (0.10) $      (0.10)
                          ============  ============  ============  ============

See accompanying notes.


                                       2
<PAGE>
                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                      For the six months ended
                                                                June 30,
                                                     ---------------------------
                                                         2003            2004
                                                         ----            ----

Operating activities
Net loss                                             $(1,286,377)   $  (884,745)
Adjustments to reconcile net loss to
net cash provided by (used in) operations:
Depreciation and amortization                            423,872        466,865
Accretion of debt discount                               376,320        213,094
Accrued interest on preferred shares
subject to redemption                                          -        304,232
Interest added to principal                                    -        605,583
Unusual credit-gain on conversion of
debt to warrants                                        (796,000)             -
Equity in (income) loss of joint venture                  46,224          4,499
Changes in operating assets and liabilities             (179,499)      (182,806)
                                                     ------------   ------------
Net cash provided by (used in) operating activities   (1,415,460)       526,722

Investing activities
Payments for purchase of property and equipment         (418,154)      (180,945)
Other                                                   (137,650)         9,333
                                                     ------------   ------------
Net cash used in investing activities                   (555,804)      (171,612)

Financing activities
Amount escrowed for special purposes                           -       (180,000)
Increase in long-term debt                                     -        349,993
Payments of long-term debt                              (243,854)      (345,878)
Increase in other long-term liabilities                  100,000        187,929
Exercise of options                                            -          6,250
                                                     ------------   ------------
Net cash (used) in financing activities                 (143,854)        18,294
                                                     ------------   ------------
Net increase (decrease) in cash and equivalents       (2,115,118)       373,404
Cash and equivalents at beginning of period            2,179,887        211,449
                                                     ------------   ------------
Cash and equivalents at end of period                $    64,769    $   584,853
                                                     ============   ============

See accompanying notes.


                                       3

<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

1.   Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
ThermoView Industries,  Inc. ("ThermoView" or "the Company"), have been prepared
in accordance with U.S.  generally  accepted  accounting  principles for interim
financial information and with the instructions in Article 10 of Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals), considered necessary for a fair presentation have
been  included.  ThermoView's  business is subject to seasonal  variations.  The
demand  for  replacement  windows  and  related  home  improvement  products  is
generally  lower during the winter months due to inclement  weather.  Demand for
replacement  windows  is  generally  higher in the  second  and third  quarters.
Operating  results  for the  six-month  period  ended  June  30,  2004,  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2004.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003.

2.   Operating Losses and Negative Cash Flow

     During  the  second  quarter  of 2004,  the  Company  produced a net income
attributable to common shareholders of $619,195, compared to $795,329 during the
second  quarter of 2003.  However,  the net income of $795,329 in second quarter
2003  includes  $796,000 of gain on  conversion  of debt to warrants and another
$796,000 of benefit of Series D  preferred  stock  redemption.  If net income is
re-stated to exclude  these unusual  gains,  net income  attributable  to common
shareholders  would  reflect a loss in the amount of $796,671 in second  quarter
2003 and therefore the net income of $619,195 reported in this second quarter is
an improvement of $1,415,866 over the same quarter last year.

     The Company's net cash provided by operating  activities  for the first six
months of 2004 was $526,722 as compared to net cash used in operating activities
of $1,415,460  during the same period in 2003. The following table details three
significant  items that  impacted  cash  during  these  comparative  periods and
illustrates  their  impact  on the  net  cash  provided  or  used  by  operating
activities:

                                                        Six Months Ended June 30
                                                            2003          2004
                                                        ----------    ----------
Net cash provided by (used in) operating activities     (1,415,460)     526,722
Unusual credit-gain on conversion of debt to warrants      796,000            -
Accrued interest on preferred shares subject to redemption       -     (304,232)
Interest added to principal                                      -     (605,583)
                                                         ----------   ----------
Net cash (used in) operating activities-adjusted for
  unusual items                                           (619,460)    (383,093)
                                                          =========   ==========

                                       4
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

2.   Operating Losses and Negative Cash Flow (Continued)

     Accounts  payable  increased by $1,740,055  from December 31, 2003, to June
30, 2004.  This increase in accounts  payable of  $1,740,055 is $1,466,351  more
than the $273,704  increase in accounts  payable that occurred in the six months
of 2003. A significant part of the increase in accounts payable in the first six
months of 2004 is  attributable  to  agreements  with  vendors to extend the due
dates of certain  accounts  payable  and a sharp  increase  in revenue and trade
receivables. During the first six months of 2004, trade receivables increased by
$1,859,734 as compared to $189,057 in the first six months of 2003.

     Revenue  increased by  approximately  $1 million when  comparing the second
quarter  2003 to second  quarter  2004.  The increase in revenue was due to many
factors that included higher consumer confidence,  positive economic indicators,
as well as a concentrated marketing and advertising efforts.

     In addition to  increased  revenues,  management  was  successful  in their
concerted  effort at  reducing  selling,  general and  administrative  expenses.
Selling,  general and  administrative  expenses were reduced by over $500,000 in
the second  quarter 2004 as compared to the second  quarter of 2003 with a total
savings of  approximately  $1.5 million for the first six months ending June 30,
2004 as  compared  to the first six  months of 2003.  Cost  cutting,  accounting
centralization and standardization,  and best practices efficiencies continue to
be an integral part of management's strategies going forward.

     The  Company's  net  income and loss by month,  as  follows,  reflects  the
seasonality of the remodeling  industry with losses  occurring  during the first
four to five months of the year followed by positive net incomes in May and June
of 2004 and  positive  net income  for June of 2003.  The  following  is the net
income (loss) for each month during the first six months of 2003 and 2004:

                                          2003                  2004
                                          ----                  ----
        January                       $ (943,575)           $ (729,086)
        February                        (668,746)             (586,954)
        March                           (145,879)             (187,899)
        April                            (48,917)              (68,981)
        May                             (578,627)              143,230
        June                           1,422,873               544,945
                                      -----------------     -----------------
        Six Month YTD                 $ (962,871)           $ (884,745)
                                      ===========           ===========

     The above net income of $1,422,873  for June,  2003,  includes  $796,000 of
gain on conversion of debt to warrants and another $796,000 of benefit of Series
D preferred  stock  redemption.  If the June 2003,  net income is  re-stated  to
exclude these unusual  gains,  net income  attributable  to common  shareholders
would  reflect a loss in the amount of $169,127 in June 2003 and  therefore  the
net income of $544,945 reported in June, 2004 is an improvement of $714,072 over
the same month last year.

     The Company projected positive cash from operations beginning in the second
quarter of 2004.  Average  weekly cash  collections  during the first quarter of


                                       5
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

2.   Operating Losses and Negative Cash Flow (Continued)

2004 were $1.17 million.  Average weekly cash collections for the second quarter
of 2004 were $1.40 million with a net cash  provided by operating  activities of
$526,722 for the six months ended June 30, 2004.

     In the event the Company  returns to  negative  cash from  operations,  the
Company may not be able to meet its revised debt  covenants  thereby  making its
long-term  debt  currently  due and will need to  re-evaluate  its  goodwill for
potential further impairment and related write-offs.

3.   Income (Loss) per Common Share

     Income (loss) per common share is calculated in accordance  with  Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the six month  periods  ended  June 30,  2003 and 2004,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal  cash  consideration.  Outstanding  shares for  purposes of  determining
diluted earnings per common share includes the weighted average number of shares
outstanding for basic earnings per share,  plus the diluted effect of any common
share equivalents such as options or warrants in the calculation. As the Company
recorded losses  attributable to operations for the six-month periods ended June
30, 2003 and 2004, common share equivalents  outstanding would be anti-dilutive.
Accordingly, basic and diluted earnings per share amounts are the same.

     Weighted average shares outstanding were as follows:

                                                        Weighted Average
                      Period                           Shares Outstanding
      ----------------------------------------         ------------------
      For the three months ended June 30, 2003              9,190,059
      For the three months ended June 30, 2004              9,200,059

                                                        Weighted Average
                      Period                           Shares Outstanding
      ----------------------------------------         ------------------
      For the six months ended June 30, 2003                9,190,059
      For the six months ended June 30, 2004                9,199,510

     A  reconciliation  of basic to diluted  share amounts used in computing the
per  share  amounts  for the three  months  ended  June 30,  2003 and 2004 is as
follows:

                                                          Three Months
                                                          Ended June 30,
                                                     2003                2004
                                                     ----                ----
Basic - weighted average shares outstanding       9,190,059           9,200,059
Dilutive effect of stock options and warrants       528,613             950,878
                                                 ----------          -----------
Diluted - weighted average shares outstanding
   and assumed conversions                        9,718,672          10,150,937
                                                 ==========          ==========

     As the Company recorded losses attributable to operations for the six-month
periods ended June 30, 2003 and 2004, common share equivalents outstanding would


                                       6
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

3.   Income (Loss) per Common Share (Continued)

be anti-dilutive.  Accordingly, basic and diluted earnings per share amounts are
the same.

4.   Stock Option Information

     Pursuant to SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  the
Company has elected to account for its employee  stock options under APB No. 25,
"Accounting for Stock Issued to Employees."  Accordingly,  no compensation  cost
has been recognized for employee options except as noted above. Had compensation
cost for employee  options been determined  based on the fair value at the grant
date  consistent  with SFAS No. 123, the  Company's net income (loss) and income
(loss) per share for the three  months  and six months  ended June 30 would have
been as follows:

                                     Three Months               Six Months
                                    Ended June 30,            Ended June 30,
                                    ---------------         -----------------
                                    2003       2004         2003         2004
                                    ----       ----         ----         ----
Net income (loss):
 As reported                      $240,326   $619,195   $(1,286,377)  $(884,745)
 Pro forma                         219,567    614,450    (1,327,941)   (894,235)
Net income (loss) attributable
  to common stockholders:
  As reported                      795,329    619,195      (962,871)   (884,745)
  Pro forma                        774,570    614,450    (1,004,435)   (894,235)
Basic and diluted income
  (loss) per common share:
  Basic, As reported              $    .09   $    .07   $      (.10)  $    (.10)
  Diluted, As reported                 .08        .06          (.10)       (.10)
  Basic, Pro forma                     .09        .07          (.11)       (.10)
  Diluted, Pro forma                   .08        .06          (.11)       (.10)

     The fair value of each option grant to employees  was estimated on the date
of grant using the Black  Scholes  option-pricing  model.  There were no options
granted in 2003 or during the first six months of 2004.

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock

     On June 30, 2003, the Company restructured its long-term debt and preferred
stock. GE Equity holds Series A debt, Series C debt and other subordinated debt.
Under the restructuring  agreements, GE Equity reduced the interest rate on both
Series A and C debt from 10% to 8% and from 12% to 8% on the subordinated  debt.
Additionally, GE Equity converted $1 million of the subordinated debt to 680,000
common stock  warrants at 28 cents per share.  These  warrants  are  exercisable
through  March 22, 2013 and were  determined  to have a fair value of  $204,000.
ThermoView's  Series A and C debt  maturities were extended by two years to June
30, 2006, and to July 31, 2006 for the subordinated debt.

     ThermoView's  preferred  stock  holders also  converted $1 million worth of
Series D preferred stock to 680,000 common stock warrants at 28 cents per share.
These warrants are exercisable through June 30, 2013 and were determined to have
a fair value of  $204,000.  Also,  the Series D and E  preferred  stock  holders


                                       7
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock (Continued)

agreed to reduce the dividend rate on the  remainder of the  preferred  holdings
from  12% to 8%,  to  defer  cash  dividends  until  the  Series A and B debt is
retired, and to extend the date for mandatory redemption to August 31, 2006.

     The restructured debt agreements  require ThermoView to pay $100,000 toward
principal  each month  commencing  November  2004,  as well as monthly  interest
beginning in October  2004.  The debt  restructuring  also calls for payments of
excess cash toward  principal  two times per year,  at the option of the lender.
Excess cash is defined as amounts over $1 million at the two measurement dates.

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly and/or trailing  twelve-month  EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement  date for EBITDA  levels is June 30, 2004 and the first  measurement
date for the fixed charge coverage ratios and current asset to current liability
ratios is September 30, 2004. ThermoView was in compliance with all covenants as
of June 30, 2004.

     The holder of $1.2 million of notes in connection with obligations  related
to guarantors of a bank  revolving  line of credit also agreed to extend the due
date of the notes from June 2004 to September 30, 2006.

     The  Financial   Accounting   Standards   Board  (FASB)  issued  SFAS  150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities and Equities,"  effective for companies for the first interim period
beginning  after June 15, 2003. The rule requires  accounting for some financial
instruments  as liabilities  that under previous  guidance were accounted for as
equity  or  between  liabilities  and  equity  ("mezzanine").  The  Company  has
previously reported  mandatorily  redeemable  preferred stock series D and E, in
prior periods, in the mezzanine section of the balance sheet. With the Company's
adoption of this standard on July 1, 2003, the mandatorily  redeemable preferred
stock is included as a component of  liabilities  and  described  as  "preferred
shares subject to mandatory redemption," as of September 30, 2003. Prior periods
are not restated when SFAS 150 is applied.

     Preferred  shares  subject to  mandatory  redemption  is  comprised  of the
following:

     Series  D: Par  value of $.001  with an  aggregate  redemption  amount  and
     liquidation  preference of  $5,081,832  at December 31, 2003.  Total shares
     authorized - 1,500,000 shares;  shares issued and outstanding of 756,900 as
     of  December  31,  2003,  and June  30,  2004.  The  date of the  mandatory
     redemption is August 31, 2006.

     Series  E: Par  value of $.001  with an  aggregate  redemption  amount  and
     liquidation  preference of  $2,511,689  at December 31, 2003.  Total shares
     authorized  -  500,000;  shares  issued  and  outstanding  of 336,600 as of
     December 31, 2003, and June 30, 2004. The date of the mandatory  redemption
     is August 31, 2006.


                                       8
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock (Continued)

     In addition, upon adoption of SFAS 150, dividends or other distributions on
mandatorily  redeemable  preferred  stock are  reported as  interest  expense on
mandatorily redeemable preferred stock in the statement of operations.

6.   Segment Information

     For the  six-month  periods  ended June 30,  2003 and 2004,  the  Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement
products  industry in various states in the Midwest and in Southern  California.
The business units have been aggregated into two reportable  operating segments:
manufacturing and retail.

Manufacturing

     The manufacturing segment includes the businesses that manufacture and sell
vinyl  replacement  windows to the Company's  retail segment and to unaffiliated
customers.

Retail

     The retail  segment  includes the  businesses  that sell and install  vinyl
replacement  windows,  doors and related home improvement products to commercial
and retail customers.

     Segment information for the three months and six months ended June 30 was
as follows:

For the three months      Manufac-
ended June 30, 2003       turing         Retail       Corporate     Consolidated
-------------------     ----------    ------------   -----------    ------------
Revenues from external
  customers             $1,521,814    $16,279,342    $  311,699     $18,112,855
Intersegment revenues      298,335              -             -         298,335
Unusual credit-gain on
  conversion of
  debt to warrants               -              -       796,000         796,000
Income (loss) from
 operations                214,761        399,267       358,369         972,397
Total assets             4,130,163     34,205,205       659,401      38,994,769

For the three months      Manufac-
ended June 30, 2004       turing         Retail       Corporate     Consolidated
-------------------      ----------   ------------   -----------    ------------
Revenues from external
  customers             $2,421,824    $16,611,478    $   77,463     $19,110,765
Intersegment revenues      803,973              -             -         803,973
Income (loss) from
 Operations                679,812        938,783      (400,960)      1,217,635
Total assets             4,539,126     33,322,859     4,292,050      42,154,035



                                       9
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

6.   Segment Information (Continued)

For the six months        Manufac-
ended June 30, 2003       turing         Retail       Corporate     Consolidated
-------------------     ----------    ------------   -----------    ------------
Revenues from external
  customers             $2,331,184    $31,586,105    $  388,579     $34,305,868
Intersegment revenues      386,701              -             -         386,701
Unusual credit-gain on
  conversion of
  debt to warrants               -              -       796,000         796,000
Income (loss) from
 operations                 (4,085)       349,741      (251,813)         93,843

For the six months        Manufac-
ended June 30, 2004       turing         Retail       Corporate     Consolidated
-------------------     ----------    ------------   -----------    ------------
Revenues from external
  customers             $3,049,043    $30,747,575    $  153,288    $ 33,949,906
Intersegment revenues    1,235,356              -             -       1,235,356
Income (loss) from
 operations                528,080        868,032      (912,614)        483,498

7.   Contingencies and Commitments

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.

     Following  the  initial   discovery  phase,   Clemmens  sought  a  judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($175,000  through  June 30,  2004).  On May 19, 2003,  ThermoView  appealed the


                                       10
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

7.   Contingencies and Commitments (Continued)

judgment  issued  to  Clemmens  to the  Kentucky  Court of  Appeals.  ThermoView
submitted its Appellant's Brief to the Kentucky Court of Appeals on December 22,
2003, and the appeal remains pending.

     On June 6, 2003,  ThermoView,  with the  guarantee  of GE  Capital  Equity,
posted a supercedeas  bond in the amount of $690,000 with the Jefferson  Circuit
Court to prevent  Clemmens from enforcing the judgment awarded to him during the
pendency of the appeal of this matter.  In order to secure the supercedeas bond,
ThermoView  entered into an agreement  with GE Capital  Equity to deposit  funds
monthly  into a  sinking  fund  to  serve  as  security  for the  amount  of the
supercedeas  bond.  Pursuant  to this  agreement,  ThermoView  made  payments of
$50,000  monthly  for the  months of July  through  December,  2003 and  $30,000
monthly during the months January through June, 2004. At June 30, 2004, $480,000
is included on the  accompanying  balance  sheet as restricted  cash.  Under the
agreement,  ThermoView  must make  additional  payments to the sinking fund such
that the balance of the sinking  fund will be no less than  $690,000 by November
1, 2004. In consideration for the agreement,  ThermoView has agreed to pay to GE
Capital  Equity  Investments  a fee of 2.5% of the face  amount of the bond upon
issuance and has granted GE Capital  Equity a first  priority lien on its assets
to secure any amounts drawn on the bond.

     In the event that  ThermoView  prevails  upon the appeal and no amounts are
drawn  upon the bond,  the  balance of the  sinking  fund will be applied to the
Series A and B notes of ThermoView on a pro-rata basis. Maxwell has not asserted
a claim for the loss of his  collateral as of the date of filing of this report.
Maxwell  could  assert  claims for the same amount as Clemmens.  Management  has
evaluated the potential loss associated with Clemmens'  litigation and Maxwell's
unasserted claim and believes that ThermoView has recorded adequate  liabilities
on its balance  sheet as of June 30, 2004.  While  ThermoView  believes that the
ultimate  resolution  of this  Clemmens'  matter on appeal will be  favorable to
ThermoView, an adverse final determination of our position regarding this matter
will have a material adverse effect on our cash flow.






















                                       11
<PAGE>
     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

     This   report   on  Form  10-Q   contains   statements   which   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Such statements can be identified by the use of
forward-looking  terminology such as "believes,"  "expects," "may," "estimates,"
"will,"  "should,"  "plans" or  "anticipates"  or the negative  thereof or other
variations  thereon or comparable  terminology,  or by  discussions of strategy.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may vary  materially  from those in the
forward-looking  statements as a result of any number of factors,  most of which
are beyond the control of management.  These factors include  operating  losses,
continued and increased expenses, non-cash dividends and interest related to our
financings,  adverse  judgments to ThermoView,  and restrictions  imposed by our
senior and subordinated debt.

     Although we believe that the expectations and assumptions  reflected in the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.

     The following  should be read in  conjunction  with the response to Part I,
Item  1, of  this  Report  and our  audited  consolidated  financial  statements
contained  in our  Annual  Report on Form 10-K for the year ended  December  31,
2003.  Any  capitalized  terms  used but not  defined in this Item have the same
meaning given to them in the Form 10-K.

Overview

     We design,  manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement doors, home textured exterior coatings,  vinyl siding,  patio decks,
patio  enclosures,   cabinet  refacings  and  kitchen  and  bathroom  remodeling
products, as well as residential roofing.

     In  April  1998,  we  acquired   Thermo-Tilt  Window  Company,   which  was
established  in  1987.   Since  that  time,  we  have  acquired  12  retail  and
manufacturing businesses which had been in operation an average of approximately
11 years.  During 2000, we closed two  manufacturing  businesses  and one retail
business.  In June of 2004, we closed our Wheeling,  Illinois  retail office and
opened two new stores,  one in Peoria,  Illinois  and one in Paducah,  Kentucky,
specializing in the sales and installation of windows,  siding and doors.  These
two new stores  have been  modeled  according  to our best  practices  study and
feature a state of the art showroom and concentrated media advertising campaigns
rather  than  telemarketing.  At June 30,  2004,  we had 793  full-time  and 157
part-time  employees.  We had facilities in 11 states,  primarily in the Midwest
and southern  California,  and conduct business in 21 states. For the six months
ended June 30, 2003, we generated  consolidated  revenues of  approximately  $34
million,  and for the six months ended June 30, 2004, we generated  consolidated
revenues of approximately $34 million.

     Our initial business plan focused on an aggressive  acquisition  program to
build a vertically  integrated company in the vinyl window business. We intended
to aggressively develop in the manufacturing,  retail, and finance segments.  We
closed our finance  subsidiary,  two acquired  manufacturing  businesses and one


                                       12
<PAGE>

acquired retail business in 2000.  Although we have scaled back on manufacturing
and  eliminated  our finance  subsidiary,  we  continue to search for  strategic
alliances and business development opportunities that may be beneficial to us in
the manufacturing, retail and finance segments.

     o    We continue to work  closely with all of our window  manufacturers  in
          the  production  of our  current  windows  and in the  development  of
          windows using new technologies.

     o    In  October   2001,  we  formed  a  joint  venture  with  Royal  Group
          Technologies Limited, headquartered in Ontario, Canada, to manufacture
          leading edge  thermoplastic  extrusions.  The Compozit  extrusions are
          stronger  than vinyl,  withstand  weather and  climate  extremes,  are
          impact  resistant  and can be  produced  in  many  colors.  The  joint
          venture's  revenue  approximated $2.5 million in 2002 and $2.0 million
          in 2003.  By the end of 2004,  we intend that the joint  venture  will
          supply these  extrusions  to all of the  manufacturers  supplying  our
          retail operations. We own 40% of the joint venture operation.

     o    We plan to introduce,  in late 2004, a new Compozit  window of our own
          design and  continue  to explore the market for  enhanced  products to
          expand the market areas of our existing retail subsidiaries.

     o    Since we continue to assist our  customers in obtaining  financing for
          about 36% of our sales,  we have  negotiated  economically  beneficial
          strategic  alliances with the companies that provide  financing to our
          customers.

     Our custom vinyl  replacement  windows are manufactured by a combination of
internal  and  external  manufacturers.  Both are capable of  supplying  quality
windows on a timely basis at competitive prices.

     Because  we did not have  the  available  capital  upon  completion  of our
initial  public  offering  in December  1999 to pursue our  initial  acquisition
strategy,  we  shifted  our focus to the growth of the  retail  segment  and the
introduction  of new or enhanced  products and product  lines in addition to the
development of new advertising and marketing programs that foster  cross-selling
of product lines to our existing customer bases.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate in two reportable operating segments: retail and manufacturing.

     Retail.  Our retail  segment  consists  of our  subsidiaries  that sell and
install custom vinyl  replacement  windows,  doors and related home  improvement
products to commercial  and retail  customers.  Our retail  segment  derives its
revenues from the sale and installation of thermal  replacement  windows,  storm
windows and doors,  patio decks,  patio enclosures,  vinyl siding and other home
improvement  products.  Our retail segment recognizes  revenues on the completed
contract  method.  A contract is considered  complete when the home  improvement
installation  is  substantially  complete.  Gross  profit in the retail  segment
represents revenues after deducting product and installation labor costs.


                                       13
<PAGE>

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to unaffiliated  customers.  Our manufacturing  segment recognizes  revenues
when products are shipped.  Gross profit in the manufacturing segment represents
revenues after deducting  product costs (primarily  glass,  vinyl and hardware),
window fabrication labor and other manufacturing expenses.

Historical Results of Operations

                         For the three months ended    For the six months ended
                                    June 30,                  June 30,
                         ---------------------------  --------------------------
                              2003          2004          2003          2004
                              ----          ----          ----          ----

Revenues                 $ 18,112,855  $ 19,110,765  $ 34,305,868  $ 33,949,906
Cost of revenues earned     9,244,077     9,750,022    17,700,298    17,617,122
                          ------------  ------------  ------------  ------------
Gross profit                8,868,778     9,360,743    16,605,570    16,332,784

Selling, general and
  administrative expenses   8,487,674     7,901,823    16,883,855    15,382,421
Unusual credit-gain on
  conversion of debt to
  warrants                   (796,000)            -      (796,000)            -
Depreciation expense          199,642       228,303       413,743       440,901
Amortization expense            5,065        12,982        10,129        25,964
                          ------------  ------------  ------------  ------------
Income from operations        972,397     1,217,635        93,843       483,498

Equity in earnings (loss)
  of joint venture            (20,017)       (1,164)      (46,224)       (4,499)
Interest expense             (706,366)     (600,067)   (1,338,496)   (1,368,718)
Interest income                 6,965        4,634         16,729        10,195
                          ------------  ------------  ------------  ------------
Income (loss) before
  income taxes                252,979       621,038    (1,274,148)     (879,524)

Income tax expense (benefit)   12,653        1,843         12,229         5,221
                          ------------  ------------  ------------  ------------

Net income (loss)             240,326       619,195    (1,286,377)     (884,745)

Less non-cash Series D
  and E preferred stock
  dividends                  (240,997)            -      (472,494)            -
Plus benefit of Series
 D preferred stock
 redemption                   796,000             -       796,000             -
                          ------------  ------------  ------------  ------------
                              555,003             -       323,506             -
                          ------------  ------------  ------------  ------------
Net income (loss)
  attributable to common
  stockholders           $    795,329  $    619,195  $   (962,871) $   (884,745)
                          ============  ============  ============  ============

Three months ended June 30, 2004 Compared to Three Months Ended June 30, 2003

     Revenues.  Revenues  increased from $18.1 million for the second quarter of
2003 to $19.1 million for the second quarter of 2004. The $1.0 million  increase
in revenue  from  second  quarter  2003 to second  quarter  2004 was due to many
factors that included higher consumer  confidence,  positive economic indicators
and a concentrated marketing and advertising effort orchestrated by our national
marketing and advertising managers and an emphasis by our subsidiary managers on
job completions during the second quarter of 2004.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  increased  from $8.9  million  in the  second  quarter  of 2003 to $9.4
million  in the  second  quarter of 2004.  The  increase  in the amount of gross
profit is consistent with the increased revenue discussed above. As a percentage

                                       14
<PAGE>

of revenues, gross profit remained constant at 49% in the second quarter of 2003
and in the second quarter of 2004.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from $8.5 million in the second  quarter of
2003 to $7.9  million  in the  second  quarter  of 2004.  Selling,  general  and
administrative expenses, as a percentage of revenue, decreased from 46.9% in the
second  quarter of 2003 to 41.3% in the second  quarter of 2004. The decrease in
selling,  general  and  administrative  expenses  in the second  quarter of 2004
results from our efforts to cut costs, centralize accounting and standardization
with  best  practices  efficiencies  while at the same  time  searching  for new
revenue  growth and increased  shareholder  value.  In addition,  we continue to
focus on economies of scale with marketing and advertising efforts, centralizing
various phone room  functions,  national media plans and expanded use of various
media types. We now have more marketing resources and talent while continuing to
streamline many areas of operations.

     Depreciation  Expense.  Depreciation expense increased from $199,642 in the
second quarter of 2003 to $228,303 in the second quarter of 2004,  reflecting an
increase in the amount of property and equipment.

     Interest  Expense.  Interest expense decreased by $106,299 from $706,366 in
the  second  quarter of 2003 to  $600,067  in the  second  quarter of 2004.  The
decrease is the result of the restructure of long-term  debt,  which reduced the
amount  of debt we owe and  reduced  the  interest  rates on the  debt  less the
adoption of a new accounting  standard.  The benefit to interest  expense of the
restructuring of long-term debt, which is approximately  $262,000,  was lessened
by the adoption of the  Financial  Accounting  Standards  Board (FASB) SFAS 150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and  Equities"   wherein   dividends  or  other   distributions  on
mandatorily  redeemable  preferred stock are reported as interest  expense.  The
adoption of the above  standard  results in $155,414 of interest  expense on the
redeemable  preferred  stock for the three month period ended June 30, 2004. See
Note 5 of the Notes to Condensed Consolidated Financial Statements.

     Income Tax Expense (Benefit). Due to operating losses, management concluded
that it is more  likely  than not  that  our  deferred  tax  assets  will not be
realized. Accordingly, we established a valuation allowance against all deferred
tax assets,  and no deferred  income  taxes have been  recorded in 2003 or 2004.
Income tax expense  (benefit) in the second  quarter of 2003 and 2004 relates to
some minor state tax refunds and minor state tax expense.

     Non-Cash  Dividends.  Non-cash  dividends  in the  second  quarter  of 2003
represents accrued dividends on the Series D and E preferred stock.

     Benefit of Series D  Preferred  Stock  Redemption.  The benefit of Series D
preferred stock redemption in 2003 represents a gain on redemption of $1 million
of Series D stock for  warrants to purchase  680,000  shares of our common stock
exercised at 28 cents per share.

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

     Revenues. Revenues decreased from $34.3 million for the first six months of
2003 to $33.9 million for the first six months of 2004, which is a 1.1% decrease
in  revenue.  Revenues  during the first  three  months of 2004 were  negatively
impacted by severe winter weather in our Midwest  markets,  rain in our Southern


                                       15
<PAGE>

California  market,   the  sluggish  economy,   the  events  in  Iraq,  and  new
telemarketing  laws.  We believe the worst effects of these matters are past and
the $1.0  million  increase  in revenue  in the second  quarter of 2004 over the
second  quarter  2003 further  supports  our opinion  that the overall  business
climate  has  improved  and  favorable   weather   conditions  will  support  an
improvement in  installations  during our prime selling and  installing  months,
which are May through September.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $16.6  million in the first six months of 2003 to $16.3
million in the first six months of 2004.  The  reduction  in the gross profit is
caused  by  the  reduced  revenue  discussed  above.  The  gross  profit  margin
percentage  decreased  slightly from 48.4% to 48.1%.  Although the drop in gross
margin  percentage was minor,  it is a serious  concern and we have  implemented
changes,  such as price  adjustments,  in an effort  to  improve  our  financial
performance going forward.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses decreased from $16.9 million in the first six months of
2003 to $15.4  million in the first six  months of 2004.  Selling,  general  and
administrative  expenses as a percentage of revenue  decreased from 49.2% in the
first six months of 2003 to 45.3% in the first six months of 2004.  The decrease
in selling,  general and administrative expenses in the first six months of 2004
results from our efforts to cut costs, centralize accounting and standardization
with  best  practices  efficiencies  while at the same  time  searching  for new
revenue  growth and increased  shareholder  value.  In addition,  we continue to
focus on economies of scale with marketing and advertising efforts, centralizing
various phone room  functions,  national media plans and expanded use of various
media types. We now have more marketing resources and talent while continuing to
streamline many areas of operations.

     Unusual  Credit.  The  unusual  credit  in  2003  represents  a  gain  from
converting  $1 million of debt to 680,000  common  stock  warrants  issued at 28
cents per share.

     Depreciation  Expense.  Depreciation expense increased from $413,743 in the
first six months of 2003 to $440,901 in the first six months of 2004, reflecting
an increase in the amount of property and equipment.

     Interest Expense.  Interest expense increased by $30,222 from $1,338,496 in
the first six months of 2003 to $1,368,718 in the first six months of 2004.  The
increase  is the  result of the  combination  of an  accounting  change  and the
restructure of long-term debt. The debt  restructure  reduced the amount of debt
we owe and  reduced  the  interest  rates on the debt.  The  benefit to interest
expense of the restructuring of long-term debt, which is approximately $334,000,
was lessened by the adoption of the Financial  Accounting Standards Board (FASB)
SFAS 150, "Accounting for Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equities"  wherein  dividends or other  distributions  on
mandatorily  redeemable  preferred stock are reported as interest  expense.  The
adoption of the above  standard  results in $304,232 of interest  expense on the
redeemable preferred stock in the six month period ended June 30, 2004. See Note
5 of the Notes to Condensed Consolidated Financial Statements.

     Income Tax Benefit.  Due to operating losses,  management concluded that it
is more  likely  than not that our  deferred  tax assets  will not be  realized.


                                       16
<PAGE>

Accordingly,  we  established  a valuation  allowance  against all  deferred tax
assets,  and no deferred income taxes have been recorded in 2003 or 2004. Income
tax expense in the first six months of 2004 relates to state taxes.

     Non-Cash  Dividends.  Non-cash  dividends  in the first six  months of 2003
represent accrued dividends on the Series D and E preferred stock.

     Benefit  of  Series D  Preferred  Stock  Redemption.  The  benefit  in 2003
represents  a gain on  redemption  of $1 million  of Series D stock for  680,000
common stock warrants issued at 28 cents per share.

Liquidity and Capital Resources

     As of June 30, 2004, we had cash and equivalents of $584,853, $17.4 million
of long-term  debt, net of current  maturities,  and $7.9 million of mandatorily
redeemable preferred stock.

     Operating  activities  for the six  months  ended June 30,  2004,  provided
$526,722 of cash.  Our  operating  activities  for the six months ended June 30,
2003, used $1,415,460 of cash. The net cash provided by operating activities for
the  first six  months  of 2004 was  $526,722  as  compared  to net cash used in
operating activities of $1,415,460 during the same period in 2003. The following
table  details  three   significant   items  that  impacted  cash  during  these
comparative  periods and  illustrates  their impact on the net cash  provided or
used by operating activities:

                                                        Six Months Ended June 30
                                                            2003          2004
                                                        ----------    ----------
Net cash provided by (used in) operating activities     (1,415,460)     526,722
Unusual credit-gain on conversion of debt to warrants      796,000            -
Accrued interest on preferred shares subject to redemption       -     (304,232)
Interest added to principal                                      -     (605,583)
                                                         ----------   ----------
Net cash (used in) operating activities-adjusted for
  unusual items                                           (619,460)    (383,093)
                                                          =========   ==========

     The use of $555,804  of cash for  investing  activities  for the six months
ended June 30,  2003  related  primarily  to the  acquisition  of  property  and
equipment, which represented $418,154 of the cash used for investing activities.
The use of $171,612  of cash for  investing  activities  for the same six months
ended June 30,  2004,  which is  $384,192  less than the same  period last year,
reflects our efforts to preserve cash.

     Cash  provided in  financing  activities  in the six months  ended June 30,
2004,  was  $18,294.  This amount  represents  increases  in  long-term  debt of
$349,993,  and  increases  in other  long-term  liabilities  of  $187,929,  less
payments of  long-term  debt of  $345,878,  and  $180,000  escrowed  for special
purposes.  See  Note 7 of the  Notes  to The  Condensed  Consolidated  Financial
Statements,  Nelson E. Clemmens v. ThermoView Industries, Inc., Civil Action No.
01-CI-07901  (Jefferson  Circuit  Court,  November 19, 2001).  In the six months
ended  June  30,  2003,  we  used  $143,854  of cash  in  financing  activities,
reflecting the repayment of debt.

     During  the  second  quarter  of  2004,   operations  produced  net  income
attributable to common shareholders of $619,195, compared to $795,329 during the
second  quarter of 2003.  However,  the net income of $795,329 in second quarter
2003  includes  $796,000 of gain on  conversion  of debt to warrants and another
$796,000 of benefit of Series D  preferred  stock  redemption.  If net income is



                                       17
<PAGE>
re-stated to exclude  these unusual  gains,  net income  attributable  to common
shareholders  would  reflect a loss in the amount of $796,671 in second  quarter
2003 and therefore the net income of $619,195 reported in this second quarter is
an improvement of $1,415,866 over the same quarter last year.

     Accounts  payable  increased by $1,740,055  from December 31, 2003, to June
30,  2004.  This  increase  is  $1,466,351  more than the  $273,704  increase in
accounts  payable that  occurred in the first six months of 2003. A  significant
part of the  increase  in  accounts  payable  in the first six months of 2004 is
attributable  to  agreements  with  vendors  to extend  the due dates of certain
accounts payable and a sharp increase in revenue and trade  receivables.  During
the first six months of 2004,  trade  receivables  increased  by  $1,859,734  as
compared to $189,057 in the first six months of 2003.

     Revenue  increased by $997,910 when  comparing  the second  quarter 2004 to
second  quarter  2003.  The  increase  in revenue was due to many  factors  that
included higher consumer confidence,  helped by positive economic indicators, as
well as a concentrated  marketing and  advertising  effort  orchestrated  by our
national  marketing  and  advertising  managers,  and an emphasis by  subsidiary
management on job completions during the second quarter of 2004.

     In addition to  increased  revenues,  profits were  enhanced by  successful
efforts at reducing  selling,  general  and  administrative  expenses.  Selling,
general  and  administrative  expenses  were  reduced by over $.5 million in the
second  quarter  2004 as  compared  to the  second  quarter of 2003 with a total
savings of  approximately  $1.5 million for the first six months ending June 30,
2004 as  compared  to the first six  months of 2003.  Cost  cutting,  accounting
centralization and standardization and best practices  efficiencies  continue to
be an integral part of management's strategies going forward.

     The net income and loss by month,  as follows,  reflects the seasonality of
the  remodeling  industry  with losses  occurring  during the first four to five
months of the year  followed by positive net incomes in May and June of 2004 and
positive net income for June of 2003.  The  following  is the net income  (loss)
attributable to shareholders  for each month during the first six months of 2003
and 2004:

                                      2003                  2004
                                      ----                  ----
        January            $       (943,575)     $       (729,086)
        February                   (668,746)             (586,954)
        March                      (145,879)             (187,899)
        April                       (48,917)             ( 68,981)
        May                        (578,627)              143,230
        June                      1,422,873               544,945
                              ----------------      ----------------
        Six Month YTD      $       (962,871)     $     (884,745)
                              ================      ================

     The above net income of $1,422,873  for June,  2003,  includes  $796,000 of
gain on conversion of debt to warrants and another $796,000 of benefit of Series
D preferred  stock  redemption.  If the June 2003,  net income is  re-stated  to
exclude these unusual  gains,  net income  attributable  to common  shareholders
would  reflect a loss in the amount of $169,127 in June 2003 and  therefore  the
net income of $544,945 reported in June, 2004 is an improvement of $714,072 over
the same month last year.


                                       18
<PAGE>

     We projected positive cash from operations  beginning in the second quarter
of 2004.  Average weekly cash collections  during the first quarter of 2004 were
$1.17 million.  Average weekly cash  collections  for the second quarter of 2004
were $1.40  million with net cash  provided by operating  activities of $526,722
for the six months ended June 30, 2004.

     In the event we return to negative cash from operations, we may not be able
to meet our revised debt  covenants  thereby making our long-term debt currently
due  and we  will  need  to  re-evaluate  our  goodwill  for  potential  further
impairment and related write-offs.

     We are  required to maintain  certain  financial  ratios and to comply with
various  other  covenants  and  restrictions  under the  terms of the  financing
agreements,  including restrictions as to additional financings,  the payment of
dividends and the incurrence of additional indebtedness.  We did not meet one of
our  covenants at December 31, 2003.  Effective  December 31, 2003,  our lenders
have reset certain  covenants for periods  through June 30, 2004, to accommodate
compliance. Based on these reset covenants,  management believes that we will be
able to comply. We are in compliance with all covenants as of June 30, 2004.

     Under our  financing  arrangements,  substantially  all of our  assets  are
pledged as collateral.  In March 2001, GE Equity and a group of our officers and
directors  purchased  from PNC Bank  the PNC  note  due from  ThermoView  in the
original principal amount of $15 million  representing our credit facility.  PNC
Bank in January 2001 had  declared  the credit  facility in default for covenant
violations.  In  connection  with the  purchase of the PNC Note by GE Equity and
others, all defaults were waived.

     If we default in the future under our debt  arrangements,  the lenders can,
among other items,  accelerate  all amounts owed and increase  interest rates on
our debt.  An event of  default  could  result  in the loss of our  subsidiaries
because  of the  pledge  of our  ownership  in  all of our  subsidiaries  to the
lenders.  As of December 31, 2003 and June 30, 2004, we are not in default under
any of our debt arrangements.

     We  believe  that our cash flow from  operations  will allow us to meet our
anticipated needs during at least the next 12 months for:

     o    debt service requirements;

     o    working capital requirements;

     o    planned property and equipment capital expenditures;

     o    expanding our retail segment;

     o    offering new technologically improved products to our customers; and

     o    integrating more thoroughly the advertising and marketing  programs of
          our regional subsidiaries into a national home-remodeling business.

     In connection  with adjusting  certain  covenants in loan  agreements,  the
preferred  shareholders  agreed to modify terms of their  agreements  such that,
except under limited circumstances,  cash dividend payments will not be required
until July 31, 2004.

                                       19
<PAGE>

     We believe, in the long term, cash will be sufficient to meet our needs. In
October  2002, we opened a new retail sales office in Phoenix,  Arizona,  and in
June, 2004, we opened two new retail offices, one in Peoria, Illinois and one in
Paducah,  Kentucky.  All three retail  locations  are meeting or  exceeding  our
expectations and will be an integral part of our plans to open additional retail
offices  next  year  to grow  sales  in our  retail  segments.  We have  and are
investing in the development of a new line of climate resistant, highly durable,
Compozit(TM)  window systems that exceed the durability of the components of the
current  replacement   window.  In  addition,   we  continue  to  integrate  the
advertising and marketing programs of our regional  subsidiaries into a national
home-remodeling business.

     We do not expect annual  capital  expenditures  for the next three years to
significantly  vary from amounts  reported for the last three years,  which have
been in the range of $500,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of operations  through December 2004 because of the Clemmens  litigation
described  in Part II, Item 1, Legal  Proceedings.  Although we believe  that we
will  prevail upon appeal of the claim,  an adverse  outcome in this action will
have a material adverse effect on our cash flow.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     In June 2003, we restructured  our debt and all of our debt continues to be
fixed rate debt.  Interest  rate changes  would result in gains or losses in the
market value of our fixed-rate debt due to the  differences  between the current
market interest rates and the rates governing these instruments. With respect to
our fixed-rate debt currently  outstanding,  a 10% change in interest rates (for
example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.

Item 4. Controls and Procedures

     As of June 30, 2004,  an evaluation  was carried out under the  supervision
and with the  participation  of  ThermoView's  management,  including  our Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934). Based on their evaluation, our Chief
Executive  Officer and Chief Financial  Officer have concluded that ThermoView's
disclosure  controls  and  procedures  are,  to the  best  of  their  knowledge,
effective to ensure that  information  required to be disclosed by ThermoView in
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission  rules and forms.  Subsequent  to June 30, 2004,  our Chief
Executive  Officer and Chief Financial Officer have concluded that there were no
significant  changes in ThermoView's  internal controls or in other factors that
could significantly affect our internal controls.





                                       20
<PAGE>

         Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.

     Following  the  initial   discovery  phase,   Clemmens  sought  a  judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($175,000  through  June 30,  2004).  On May 19, 2003,  ThermoView  appealed the
judgment  issued  to  Clemmens  to the  Kentucky  Court of  Appeals.  ThermoView
submitted its Appellant's Brief to the Kentucky Court of Appeals on December 22,
2003, and the appeal remains pending.

     On June 6, 2003,  ThermoView,  with the  guarantee  of GE  Capital  Equity,
posted a supercedeas  bond in the amount of $690,000 with the Jefferson  Circuit
Court to prevent  Clemmens from enforcing the judgment awarded to him during the
pendency of the appeal of this matter.  In order to secure the supercedeas bond,
ThermoView  entered into an agreement  with GE Capital  Equity to deposit  funds
monthly  into a  sinking  fund  to  serve  as  security  for the  amount  of the
supercedeas  bond.  Pursuant  to this  agreement,  ThermoView  made  payments of
$50,000  monthly  for the  months of July  through  December,  2003 and  $30,000
monthly during the months January through June, 2004. At June 30, 2004, $480,000
is included on the  accompanying  balance  sheet as restricted  cash.  Under the
agreement,  ThermoView  must make  additional  payments to the sinking fund such
that the balance of the sinking  fund will be no less than  $690,000 by November
1, 2004. In consideration for the agreement,  ThermoView has agreed to pay to GE
Capital  Equity  Investments  a fee of 2.5% of the face  amount of the bond upon
issuance and has granted GE Capital  Equity a first  priority lien on its assets
to secure any amounts drawn on the bond.

     In the event that  ThermoView  prevails  upon the appeal and no amounts are
drawn  upon the bond,  the  balance of the  sinking  fund will be applied to the
Series A and B notes of ThermoView on a pro-rata basis. Maxwell has not asserted


                                       21
<PAGE>
a claim for the loss of his  collateral as of the date of filing of this report.
Maxwell  could  assert  claims for the same amount as Clemmens.  Management  has
evaluated the potential loss associated with Clemmens'  litigation and Maxwell's
unasserted claim and believes that ThermoView has recorded adequate  liabilities
on its balance  sheet as of June 30, 2004.  While  ThermoView  believes that the
ultimate  resolution  of this  Clemmens'  matter on appeal will be  favorable to
ThermoView, an adverse final determination of our position regarding this matter
will have a material adverse effect on our cash flow.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
     Securities

     None.

Item 3. Defaults upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

a.   ThermoView  held its annual  meeting of  stockholders  on May 12, 2004,  at
     10:00  A.M.,  eastern  daylight  time,  at the  Hurstbourne  Country  Club,
     Louisville, Kentucky.

b.   At the annual  meeting,  stockholders  elected two  individuals as Class II
     members of our Board of Directors.

                                                                          Broker
                                                                           Non
          Name                  For      Against   Withheld  Abstentions  Votes
          ----               ---------   -------   --------  -----------  -----
J. Sherman Henderson, III    6,937,778    6,299        0        44,033      0
George T. Underhill, III     6,943,876      201        0        44,033      0

     The following  directors  remained on the Board of Directors as Class I and
Class III directors immediately after the annual meeting:

Class I Directors                           Class III Directors
Name                                        Name
----                                        ----
Raymond C. Dauenhauer, Jr.                  Robert L. Cox
Bruce C. Merrick                            Stephen A. Hoffmann
                                            Charles L. Smith

c. Not applicable.

d. Not applicable.

Item 5.  Other Information

     On August 16, 2004,  ThermoView issued a press release reporting  financial
results for the second  quarter.  The press release is filed herewith as Exhibit
99.1.


                                       22
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

         See Index to Exhibits.

(b)  Reports on Form 8-K.

     (1)  On April 12,  2004,  ThermoView  filed a Form 8-K under  Item 5. Other
          Events and  Regulation FD  Disclosure  reporting  the  resignation  of
          Jeffrey L. Fisher as chief  financial  officer  effective May 2, 2004,
          and the  appointment of David A. Anderson as chief  financial  officer
          effective May 3, 2004.




















                                       23

<PAGE>

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                  ThermoView Industries, Inc.



Date:  August 16, 2004            By:      /s/ Charles L. Smith
                                     -----------------------------------------
                                     Charles L. Smith,
                                     Chief Executive Officer
                                     (principal executive officer)


Date:  August 16, 2004            By:      /s/ David A. Anderson
                                     -----------------------------------------
                                     David A. Anderson,
                                     Chief Financial Officer
                                    (principal financial and accounting officer)






















                                       24
<PAGE>


                                INDEX TO EXHIBITS

   Exhibit
    Number                            Description of Exhibits
    31.1       --   Rule  13a-14(a)  Certification  of  Charles L. Smith for the
                    Form 10-Q for the quarter ended June 30, 2004.
    31.2       --   Rule  13a-14(a)  Certification  of David A. Anderson for the
                    Form 10-Q for the quarter ended June 30, 2004.
    32.1       --   18 U.S.C.  Section 1350  Certifications  of Charles L. Smith
                    and  David A.  Anderson  for the Form  10-Q for the  quarter
                    ended June 30, 2004.
    99.1       --   News  Release  of  ThermoView  Industries,  Inc.  announcing
                    second quarter financial results dated August 16, 2004.


































                                       25
<PAGE>



CERTIFICATION                                                       Exhibit 31.1

I, Charles L. Smith, certify that:

1)   I have  reviewed this  quarterly  report on Form 10-Q for the quarter ended
     June 30, 2004 of ThermoView Industries, Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ Charles L. Smith                  Date: August 16, 2004
                    -------------------------              ---------------------
                     Chief Executive Officer

A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries,  Inc. and
will be retained by ThermoView Industries,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.


                                       26
<PAGE>

CERTIFICATION                                                       Exhibit 31.2

I, David A. Anderson, certify that:

1)   I have  reviewed this  quarterly  report on Form 10-Q for the quarter ended
     June 30, 2004 of ThermoView Industries, Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ David A. Anderson                Date: August 16, 2004
                    ------------------------              ----------------------
                    Chief Financial Officer

A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries,  Inc. and
will be retained by ThermoView Industries,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.


                                       27
<PAGE>



                                                                    Exhibit 32.1


18 U.S.C. Section 1350 Certifications

     Charles L. Smith and David A. Anderson,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby certify as of this 16th day of August,  2004,  that the Form 10-Q for the
Quarter ended June 30, 2004,  fully  complies with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and that the  information
contained  in the Form 10-Q  fairly  presents,  in all  material  respects,  the
financial condition and results of operations of ThermoView Industries, Inc.

                                    By:      /s/ Charles L. Smith
                                       -----------------------------------------
                                             Charles L. Smith,
                                             Chief Executive Officer


                                    By:      /s/ David A. Anderson
                                       -----------------------------------------
                                             David A. Anderson,
                                             Chief Financial Officer























                                       28
<PAGE>



                                                                    Exhibit 99.1

                                                                    NEWS RELEASE

FOR IMMEDIATE RELEASE

ThermoView Industries Inc. Reports Positive Income for Second Quarter 2004.

LOUISVILLE,  Ky. (August 16, 2004) - ThermoView  Industries  Inc.  (AMEX:  THV),
which designs,  manufactures and markets home improvements  under the brand name
"THV: America's Home Improvement  Company," today reported financial results for
the second quarter ending June 30, 2004.

     Second  quarter 2004  revenues were up 5.5% to $19.1  million,  compared to
year-ago  quarterly  revenues of $18.1 million.  The net income  attributable to
common shareholders was approximately  $619,000 or 7 cents per basic share and 6
cents per diluted share. In the same quarter of 2003, net income attributable to
common shareholders was approximately  $795,000 or 9 cents per basic share and 8
cents per diluted share. The second quarter of 2003 included $796,000 in unusual
gains from the conversion of debt to warrants.

     "I am pleased to report that  ThermoView's  second  quarter  revenues  have
increased  compared  to 2003"  said  Charles  L.  Smith,  CEO and  President  of
ThermoView.  Smith continued, "These second quarter results are some of the best
results in the history of  ThermoView's  reported  second quarter  earnings.  We
believe that these positive results are a culmination of the companies'  efforts
on both cost  cutting and top-line  growth.  We believe that we are on the right
track in  attempting  to meet our future  projections  and can move forward with
more confidence."

     In addition,  Smith stated that  ThermoView  met their  aggressive  goal of
opening two new model THV stores in the  prospective  June time frames.  "We are
seeing positive  results after only 45 actual business days," said Smith.  "Both
THV stores have been well  received by the public  with the  Paducah,  KY office
exceeding  initial  expectations.  Our new  marketing  model in these  locations
(Paducah,  KY and Peoria,  IL) has been at the forefront of this model THV test.
Although it is early,  these  stores are  positive  representations  of our best
practices  model in  action.  We believe  that  these new  stores  could set the
standard for THV to obtain continuous growth."

ThermoView's August 16 conference call and webcast

     ThermoView will hold a webcast at 2:00 p.m. EDT on August 16, 2004 to allow
securities  analysts and shareholders the opportunity to hear management discuss
the company's  quarterly results and update progress on current  operational and
administrative  initiatives.  Live audio of the conference  call can be accessed
from http://www.thv.com, or http://www.vcall.com/CEPage.asp?ID=89008. First time
listeners  should  visit  www.vcall.com  in advance to download  and install any
necessary audio software.


About ThermoView Industries, Inc.

     ThermoView is a national  company that designs,  manufactures,  markets and
installs  high-quality  replacement  windows and doors as part of a full-service
array of home improvements for residential homeowners. ThermoView's common stock
is  listed  on the  American  Stock  Exchange  under the  ticker  symbol  "THV."
Additional    information    on   ThermoView    Industries   is   available   at
http://www.thv.com .


                                       29
<page>

Safe harbor statement

     Statements  in this news release that are not  descriptions  of  historical
facts  are   forward-looking   statements   that  are   subject   to  risks  and
uncertainties.   Words  such  as  "expect,"   "intends,"   "believes,"  "plans,"
"anticipates"  and  "likely"  also  identify  forward-looking   statements.  All
forward-looking  statements  are based on  current  facts and  analyses.  Actual
results may differ  materially from those currently  anticipated due to a number
of factors  including,  but not  limited to our  history  of  operating  losses,
anticipated  future losses,  competition,  future  capital  needs,  the need for
market   acceptance,   dependence  upon  third  parties,   disruption  of  vital
infrastructure,  general economic downturn and intellectual property rights. All
forward-looking statements are made pursuant to the Securities Litigation Reform
Act of 1995. Additional  information on factors that may affect the business and
financial results of the Company can be found in filings of the Company with the
Securities and Exchange Commission.

Contacts:

David  A.  Anderson,  Chief  Financial  Officer,  ThermoView  Industries,  Inc.,
502-968-2020.


























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<PAGE>

                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                          For the three months ended   For the six months ended
                                      June 30,                    June 30,
                          --------------------------  --------------------------
                               2003           2004          2003         2004
                               ----           ----          ----         ----

Revenues                 $ 18,112,855  $ 19,110,765  $ 34,305,868  $ 33,949,906
Cost of revenues earned     9,244,077     9,750,022    17,700,298    17,617,122
                          ------------  ------------  ------------  ------------
Gross profit                8,868,778     9,360,743    16,605,570    16,332,784

Selling, general and admini-
  strative expenses         8,487,674     7,901,823    16,883,855    15,382,421
Unusual credit-gain on
  conversion of debt to
  warrants                   (796,000)           -       (796,000)           -
Depreciation expense          199,642       228,303       413,743       440,901
Amortization expense            5,065        12,982        10,129        25,964
                          ------------  ------------  ------------  ------------
Income from operations        972,397     1,217,635        93,843       483,498

Equity in earnings (loss)
  of joint venture            (20,017)       (1,164)      (46,224)       (4,499)
Interest expense             (706,366)     (600,067)   (1,338,496)   (1,368,718)
Interest income                 6,965        4,634         16,729        10,195
                          ------------  ------------  ------------  ------------
Income (loss) before
  income taxes                252,979       621,038    (1,274,148)     (879,524)

Income tax expense
  (benefit)                    12,653        1,843         12,229         5,221
                          ------------  ------------  ------------  ------------

Net income (loss)             240,326       619,195    (1,286,377)     (884,745)

Less non-cash Series
  D and E preferred stock
  dividends                  (240,997)            -      (472,494)            -
Plus benefit of Series D
  preferred stock
  redemption                  796,000             -       796,000             -
                          ------------  ------------  ------------  ------------
                              555,003             -       323,506             -
                          ------------  ------------  ------------  ------------
Net income (loss)
  attributable to common
  stockholders           $    795,329  $    619,195  $   (962,871) $   (884,745)
                          ============  ============  ============  ============

Basic income (loss) per common share:
Net income (loss)
  attributable to common
  stockholders           $       0.09  $       0.07  $      (0.10) $      (0.10)
                          ============  ============  ============  ============

Diluted income (loss) per common share:
Net income (loss)
  attributable to common
  stockholders           $      0.08   $       0.06  $      (0.10) $      (0.10)
                          ============  ============  ============  ============


See accompanying notes.




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